CITY MANAGER EMPLOYMENT AGREEMENT

This City Manager Employment Agreement (“Agreement”) is entered into as of

the 18th day of October, 2023 (the “Effective Date”), between the City of San Bernardino
(hereinafter referred to as the “City”) and Charles Montoya (hereinafter referred to as
the “City Manager” or the “Employee”). City and City Manager/Employee are
sometimes referred to in this Agreement as “Party” and collectively as “Parties.”

RECITALS

WHEREAS, it is the desire of the Mayor and City Council of the City to retain the
services of Employee as City Manager; and

WHEREAS, Employee is competent, trained and qualified for the position of City
Manager; and

WHEREAS, it is the desire of the Mayor and City Council to provide certain
benefits, establish certain conditions of employment and to set certain working
conditions of the City Manager.

NOW, THEREFORE, the above named Parties hereby mutually agree and promise
as follows:

1. Duties, Acceptance of Appointment, Hours of Work, Regional Liaison.

1.1 Duties.

The City Manager shall perform those duties and have those
responsibilities that are commonly assigned to a city manager of a city in California, and
as may be further set forth in the City’s Charter and Municipal Code. City Manager shall
perform such other legally permissible and proper duties and functions consistent with
the Office of the City Manager, as the Mayor and City Council shall from time to time
assign. It is expected that City Manager shall abide by the ICMA Code of Ethics. City
Manager is encouraged to participate in community and civic affairs.

1.2 Acceptance of Appointment.

City Manager hereby accepts the appointment as City Manager of the City
of San Bernardino subject to all terms and conditions set forth in this Agreement.

1.3 Hours of Work

It is recognized that City Manager devotes a great deal of time outside the
normal office hours-schedule, and to that end, Employee shall be allowed to establish an

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appropriate work schedule recognizing the normal City work schedule and community
meetings.

1.4 Devotion to City Business

The City Manager’s position is full-time. City Manager shall not engage in
any business, educational, professional, charitable, or other activities that would conflict
or materially interfere with performance of his City Manager duties, except as may be
specifically authorized by the Mayor and City Council.

2. Term.

This Agreement shall be deemed effective on October 30, 2023

(“Commencement Date”) shall continue unless terminated earlier in accordance with
Section 11.

3. Compensation.

3.1 Salary

City agrees to pay City Manager, and City Manager agrees to accept from
City, as compensation for services rendered by City Manager pursuant to this
Agreement, an annual base salary, commencing on the Commencement Date, the annual
base salary shall be in the amount of Three Hundred and Twenty Five Thousand Dollars
($325,000.00) (hereinafter “Annual Base Salary”), payable in installment payments in the
same manner and at the same times as salaries of other executive managers of the City
are paid.

Commencing October 30, 2023 and each year thereafter, said Annual Base
Salary shall be automatically increased by the percentage change to the Consumer Price
Index for All Urban Consumers (CPI–U) for the Riverside-San Bernardino-Ontario area
for the preceding 12 months ending in July (subject to a 5% maximum cap) (“CPI
Increase”).

The term “Annual Base Salary” as used in this Agreement shall also include
any such adjustments approved by the Mayor and City Council other than payments not
eligible to be added to the City Manager’s Annual Base Salary pursuant to the terms of
any applicable salary resolution of City.

Any salary adjustment shall be memorialized by an amendment to this

Agreement.

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 3.2 Benefits

Except for such benefits as are inconsistent with this Agreement (including,
for example any CPI Increase) or the position of City Manager, City Manager shall receive
all such other benefits and compensation that are generally applicable to new Executive
employees of the City as set forth in the Executive Compensation and Benefits Plan
approved by Resolution No. 2022-59 (as amended by the Side Letter executed October 18,
2022), as the same may be modified from time to time after the date of this Agreement,
including but not limited to CalPERS retirement benefits, health insurance, life insurance,
holidays, administrative leave, vacation leave, executive leave, and sick leave. In the
event the City Manager’s employment is terminated, either voluntarily or involuntarily,
the City Manager shall be compensated for accrued leave in accordance with the
Executive Compensation and Benefits Plan.

3.3 Relocation Benefit

City Manager shall receive a one-time relocation benefit of up to $10,000 to

cover the costs associated with relocating to work for the City. Such relocation benefit
shall be payable to City Manager upon presentation of receipts showing expenses related
to City Manager’s relocation.

4. Performance Evaluation.

The Mayor and Council shall review the City Manager’s job performance at
least once annually. The City Manager shall remind the Mayor and Council of its
obligations under this Section each year and shall work with the Mayor and Council in
finding an appropriate time to place his annual evaluation on the agenda. The Mayor
and Council shall in writing and in accordance with criteria established by the Mayor and
Council in consultation with the City Manager, develop the annual performance reviews
and evaluations. The Mayor and Council shall provide the City Manager a reasonable
and adequate opportunity to discuss the City Manager's evaluation with the Mayor and
Council.

The annual performance reviews and evaluations shall be reasonably

related to the City Manager's written job description and shall be based, in whole or in
part, on goals for the City Manager's performance that are jointly developed and adopted
by the Mayor and Council and the City Manager.

5. Bonds.

City shall bear the full cost of any fidelity or other bonds required of City
Manager under any law or ordinance.

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 6. Vehicle Allowance.

City agrees to pay to the City Manager, during the term of this Agreement
and in addition to other salary and benefits herein provided a vehicle allowance as
provided in Resolution No. 2018-171 as amended or its successor.

7. [Intentionally Omitted]

8. General Business Expenses

8.1 City agrees to budget and pay for professional dues and
subscriptions for City Manager necessary for Employee’s continuation and participation
in national, regional, state and local boards, task-forces, conferences and meetings,
associations and organizations desirable for City Manager’s continued participation,
professional growth, and advancement, and for the benefit of the City.

8.2 City agrees to budget and pay for travel and subsistence expenses of
City Manager for professional and official travel, board and task-force meetings,
conferences, and occasions to adequately continue the professional development of City
Manager and to pursue necessary official functions for City.

8.3 City recognizes that the City Manager may incur expenses of a non-
personal, job-related nature that are reasonably necessary to the City Manager’s service
to the City. The City agrees to either pay such expenses in advance or to reimburse the
expenses, so long as the expenses are incurred and submitted in accordance with the
City’s normal expenditure reimbursement procedures. To be eligible for reimbursement,
all expenses must be supported by documentation meeting the City’s normal
requirements and must be submitted within time limits established by the City.

9. Abuse of Office or Position.

Pursuant to Government Code Sections 53243, 53243.1 and 53243.2, if City

Manager is convicted of a crime involving an abuse of Employee’s office or position, all
of the following shall apply: (1) if Manager is provided with administrative leave pay
pending an investigation, City Manager shall be required to fully reimburse City such
amounts paid; and (2) if City pays for the criminal legal defense of City Manager (which
would be in its sole discretion, as it is generally not obligated to pay for a criminal
defense), City Manager shall be required to fully reimburse City such amounts paid; and
(3) if this Agreement is terminated, any Severance Pay and Severance Benefits related to
the termination that City Manager may receive from City shall be fully reimbursed to
City or void if not yet paid to City Manager. For purposes of this Section, abuse of office
or position means either: (1) an abuse of public authority, including waste, fraud, and
violation of the law under color of authority; or (2) a crime against public justice,
including, but not limited to, a crime described in Title 7 (commencing with Section 92)
of Part 1 of the Penal Code.

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 10. Notices.

Any notice required or permitted by this Agreement shall be in writing and

shall be personally served upon the other Party, or sent by United States Postal Service,
postage prepaid and addressed to the appropriate Party as follow:

If to City: Attn: Mayor and City Council

City of San Bernardino

If to City Manager: Personal Address on File

City Manager

Notice shall be deemed given as of the date of personal service or upon the
date of deposit in the course of transmission with the United States Postal Service.

11. Termination.

11.1 At-Will Employee

City Manager shall serve at the will and pleasure of the Mayor and City
Council. Nothing in this Agreement shall prevent, limit or otherwise interfere with the
right of the Mayor and City Council to suspend from duty, remove from office or
otherwise terminate the services of City Manager at any time, at the sole discretion of the
Mayor and City Council. This Agreement may be terminated as follows.

11.2 Termination – Mayor and Council Vote

The Mayor and City Council may remove the City Manager with or without
cause by motion adopted by five (5) affirmative votes of the Mayor and City Council.

11. 3 Resignation

City Manager may voluntarily resign his position as City Manager, after
giving City at least sixty (60) days written notice prior to the effective date of such
resignation, unless such notice is waived in whole or part by the Mayor and City Council.
In the event the City Manager resigns from his employment with City, the City Manager
shall not be entitled to any Severance Pay.

11.4 Death

If, during the Term or any extended Term, the City Manager dies, the City
Manager’s estate shall receive Accrued Salary and Benefits, but shall not be entitled to
any additional compensation or payment, including Severance Pay.

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 11.5 Disability

In the event the City Manager is permanently disabled or is otherwise

unable to perform his duties because of sickness, accident, injury, or mental incapacity
for a period of six (6) consecutive months, the City may terminate the City Manager’s
employment and this Agreement.

11.6 For Cause Termination

The City Council may remove the City Manager For Cause at any time
without prior notice by motion adopted by the affirmative votes of a majority of the City
Council. “For Cause” for purposes of this Agreement shall mean any of the following:

(a) Conviction of, or plea of guilty or nolo contendre to, any crime or
offense (other than minor traffic violations or similar offenses) which is likely to
have a material adverse impact on the City or on the City Manager’s reputation;

(b) Gross misconduct which is likely to have a material adverse impact

on the City or on the City Manager’s reputation;

(c) Proven failure of the Manager to observe or perform any of his duties
and obligations, if that failure continues for a period of thirty (30) days from the
date of his receipt of notice from the City Council specifying the acts or omissions
deemed to amount to that failure; or

(d) Any other action or inaction by the City Manager that materially and
substantially impedes or disrupts the performance of the City and its
organizational component units, is detrimental to employee or public safety,
violates properly established rules or procedures, or adversely affects the
reputation of the City, its officers, or its employees.

11.7 Severance Pay

In the event this Agreement is terminated pursuant to Section 11.2 of this

Agreement, the City Manager shall receive a severance payment, in a lump sum, equal
to twelve (12) months of City Manager’s then monthly Base Salary or, if lesser, an amount
equal to the Annual Base Salary remaining on the unexpired term of the contract
(“Severance Pay”). Such severance payment shall be City Manager’s sole remedy for
termination under Section 11.2 of this Agreement. The Severance Pay shall only be paid
after the City Manager executes a waiver and release agreement prepared by the City
Attorney in a form substantially similar to that one set forth as Exhibit “A” to this
Agreement.

City Manager shall not be eligible for Severance Pay if this Agreement is
terminated for any reason other than pursuant to Section 11.2 of this Agreement.

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 12. General Provisions.

12.1 This writing constitutes the entire agreement between the parties
with respect to the subject matter hereof, and supersedes all prior oral or written
representations or written agreements on the subject matter hereof, which may have been
entered into between the parties. No modification or revision to this Agreement shall be
of any force or effect, unless the same is in writing and executed by the Parties hereto.

12.2 Each Party agrees and acknowledges that no representations,

inducements, promises, or agreements, orally or otherwise, have been made by any party,
or anyone acting on behalf of any Party, which are not embodied herein and that any
agreement, statement, or promise not contained in this Agreement shall not be valid or
binding on either Party.

12.3 If any provision, or portion thereof, contained in the Agreement is

held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or
portion thereof, shall be deemed severable, shall not be affected and shall remain in full
force and effect.

12.4 This Agreement shall be governed by and construed in accordance

with the law of the State of California. Venue shall be in San Bernardino County.

12.5 This Agreement shall be construed as a whole, according to its fair

meaning, and not in favor or against any Party. By way of example and not in limitation,
this Agreement shall not be construed in favor of the party receiving a benefit or against
the Party responsible for any particular language in this Agreement.

12.6 City Manager acknowledges that he has had an opportunity to

consult legal counsel in regard to this Agreement, that he has read and understands this
Agreement, that he is fully aware of its legal effect, and that he has entered into it freely
and voluntarily and based on his own judgment and not on any representations or
promises other than those contained in this Agreement.

12.7 In any dispute arising out of this Agreement, the prevailing party
shall recover its reasonable attorneys’ fees and costs.

13. Other Terms and Conditions of Employment

The City, only upon written agreement with City Manager, shall fix any
such other terms and conditions of employment, as it may determine from time to time,
relating to the performance of the City Manager, provided such terms and conditions are
not inconsistent with or in conflict with the provisions of this Agreement, the City Code,
or any other law, ordinance or City Resolution.

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 14. Indemnification

14.1 City shall defend, hold harmless and indemnify City Manager
against any tort, professional liability claim or demand or other legal action, whether
groundless or otherwise, arising out of any alleged act or omission occurring in the
performance of City Manager’s duties or resulting from the exercise of his judgment or
discretion in connection with the performance of his duties, unless the act or omission
involved unlawful conduct. City shall not unreasonably refuse to provide for legal
representation at City’s expense. Legal representation, provided by City for City
Manager, shall extend until a final determination of the legal action including any and all
losses, damages, judgment, interests, settlements, fines, court costs, and the reasonable
costs and expenses of legal proceedings, including appeals, and including attorneys’ fees,
and expert witness fees and all other trial and appellate costs, and other liabilities
incurred, imposed upon, or suffered by such City Manager in connection with or
resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of
or in connection with the performance of City Manager’s duties.

14.2 City agrees to pay all reasonable litigation expenses of City Manager
throughout pendency of any City-related litigation to which City Manager is a party,
witness or advisor to the City. Such expense payments shall continue beyond City
Manager’s employment with the City as long as litigation is pending. Post-employment,
City agrees to pay City Manager for reasonable consulting fees, travel expenses and other
costs, when City Manager serves as a witness, advisor or consultant to City regarding
pending litigation.

IN WITNESS WHEREOF, the parties have executed this City Manager

Employment Agreement on this th day of October, 2023.

EMPLOYEE/CITY MANAGER

CHARLES MONTOYA, City Manager

CITY OF SAN BERNARDINO

HELEN TRAN, Mayor

ATTEST:

City Clerk
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 Exhibit “A”

GENERAL WAIVER AND RELEASE

I, the undersigned, do hereby acknowledge and attest that I have read and
understood Section 11.7 of my Employment Agreement with the City of San Bernardino
and hereby agree that by accepting Severance Pay in the amount of twelve (12) months’
or, if lesser, an amount equal to the Annual Base Salary remaining on the unexpired term
of the Agreement, I agree to waive all rights to further claims, remedies, or legal action
against the City of San Bernardino, its officers and employees.

In exchange for receipt of the Severance Pay, and all other salary and benefits
owing, I and my representatives, heirs, successors, and assigns do hereby completely
release and forever discharge the City of San Bernardino and its related entities and their
present and former officers, directors, council members, agents, employees, attorneys,
and successors (collectively, “Released Parties”) from all claims, rights, demands, actions,
obligations, liabilities, and causes of action of every kind and character, known or
unknown, mature or unmatured, which I may have now or in the future arising from any
act or omission or condition occurring on or prior to the date this General Waivers and
Release is signed whether based on tort, contract (express or implied), or any federal,
state, or local law, statute, or regulation (collectively, the “Released Claims”). Released
Claims shall also include, but not be limited to, claims for wages or other compensation
due, severance pay, bonuses, sick leave, vacation pay, life or health insurance, or any
other fringe benefit. This General Waivers and Release specifically releases and waives
any and all claims arising out of my employment and separation from employment with
the City of San Bernardino, including but not limited to claims arising under the
California Fair Employment and Housing Act (“FEHA”), the California Labor Code, the
California Family Rights Act (“CFRA”), the California Constitution, federal Title VII of
the Civil Rights Act of 1964, as amended, the federal Age Discrimination in Employment
Act (“ADEA”), the federal Equal Pay Act (“EPA”), the federal Americans with
Disabilities Act (“ADA”), the federal Fair Labor Standards Act (“FLSA”), the federal
Family and Medical Leave Act (“FMLA”), tort and contract claims, privacy claims, and
any other applicable state, federal, local or other laws that may apply.

I knowingly and voluntarily waive any and all rights or benefits that I may now
have, or in the future may have, under the terms of Section 1542 of the California Civil
Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR.

EXHIBIT A – TEMPLATE WAIVER AND RELEASE

 I acknowledge that I have read and understand this waiver and voluntarily and
knowingly am waiving his right under Section 1542 to pursue unknown or unanticipated
claims, rights, demands, actions, obligations, liabilities, and causes of action of any kind
that may have materially affected this General Waivers and Release.

Unless otherwise required by law, I shall not file any claim, sue or initiate an action
against any Released Party or participate in any compliance review, action, or
proceeding, individually or as a member of a class, under any contract (express or
implied), or any federal, state, or local law, statute, or regulation pertaining in any
manner to the Released Claims.

By signing this Agreement, I certify that Employee has read all of this Agreement,
understands its terms and conditions, and knowingly and voluntarily consents to such
terms. Employee acknowledges that the Company has advised Employee in writing to
consult with an attorney before signing this Agreement. Employee certifies that
Employee has been given at least twenty-one (21) days to consider this Agreement, and
that Employee’s signature below indicates either that Employee has taken twenty-one
(21) days to consider this Agreement, or has knowingly and voluntarily waived some or
all of this consideration period. In addition, Employee has seven (7) days from the date
of signing this Agreement to revoke the Agreement, after which the Agreement will
become final and binding (which shall be deemed the “Effective Date” of this
Agreement). If Employee does not execute and return this Agreement upon expiration of
the twenty-one (21) day period, the Agreement and any severance payment offer it
contains shall be deemed rescinded and no longer offered to Employee.

Approved and Agreed to By:

CHARLES MONTOYA, City Manager

CITY OF SAN BERNARDINO

HELEN TRAN, Mayor

[DO NOT SIGN]

[FOR TEMPLATE PURPOSES ONLY]

EXHIBIT A – TEMPLATE WAIVER AND RELEASE